Sec Form 4 Filing - WALCHIRK MARK S @ PATTERSON COMPANIES, INC. - 2018-12-03

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
WALCHIRK MARK S
2. Issuer Name and Ticker or Trading Symbol
PATTERSON COMPANIES, INC. [ PDCO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President & CEO
(Last) (First) (Middle)
1031 MENDOTA HEIGHTS ROAD
3. Date of Earliest Transaction (MM/DD/YY)
12/03/2018
(Street)
ST. PAUL, MN55120
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/03/2018 F( 1 )( 2 ) 9,200 D $ 25.43 92,032 ( 3 ) ( 4 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options ( 5 ) $ 22.48 07/01/2021 07/01/2028 Common Stock 99,956 99,956 D
Employee Stock Options ( 6 ) $ 35.41 12/01/2020 12/01/2027 Common Stock 52,764 52,764 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WALCHIRK MARK S
1031 MENDOTA HEIGHTS ROAD
ST. PAUL, MN55120
X President & CEO
Signatures
Les B. Korsh, by Power of Attorney 12/04/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents (558) shares of common stock withheld for payment of taxes incurred upon the lapse of restrictions on restricted stock units issued pursuant to the Patterson Companies, Inc. 2015 Omnibus Incentive Plan ("Plan") on 12/1/2017.
( 2 )Represents (8,642) shares of common stock withheld for payment of taxes incurred upon the lapse of restrictions on the inducement award granted outside the Plan on 12/1/2017.
( 3 )Includes 42,928 Restricted Stock Units (RSUs") awarded on 12/1/2017 and 7/1/2018 to Reporting Person pursuant to the Plan. The RSUs vest contingent upon continued employment as follows: 7,126 units in aggregate vest on 7/1/2019, 1,824 units in aggregate vest on 12/1/2019, 7,126 units in aggregate vest on 7/1/2020, 1,824 units in aggregate vest on 12/1/2020, 7,126 units in aggregate vest on 7/1/2021, 1,824 units in aggregate vest on 12/1/2021, 7,127 units in aggregate vest on 7/1/2022, 1,824 units in aggregate vest on 12/1/2022 and 7,127 units in aggregate vest on 7/1/2023.
( 4 )Includes 28,241 RSUs granted to Reporting Person on 12/1/2017 as an inducement award granted outside the Plan. The RSUs will vest, assuming continued employment on 12/1/2019.
( 5 )Stock options granted pursuant to the Plan on 7/1/2018.
( 6 )Stock options granted pursuant to the Plan on 12/1/2017.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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